Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Barksdale James L), Agreement and Plan of Merger (Netscape Communications Corp), Agreement and Plan of Merger (America Online Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act. Notwithstanding the foregoing, the Company Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Netscape Communications Corp), Agreement and Plan of Merger (Barksdale James L)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror and Merger Sub for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders, at the time of the Company Stockholders' Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Acquiror or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, Acquiror or Merger Sub will comply in all material respects with the provisions of the Exchange Actpromptly inform Target. Notwithstanding the foregoing, the Company makes Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror Target which is contained in or omitted from any of the foregoing documents.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc), Agreement and Plan of Reorganization (Tandy Corp /De/)
Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"a) shall not, at the time the Registration Statement (including as defined in Section 6.01), (b) the Proxy Statement/Prospectus (as defined in Section 6.01), or (c) any amendments other document required to be filed with the SEC or supplements thereto) is declared effective by other regulatory authority in connection with the SECtransactions contemplated hereby, contain at the respective times such documents are filed and, in the case of the Registration Statement, when it becomes effective, and with respect to the Proxy Statement/Prospectus, when mailed, shall be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by In the Company or required to be supplied by case of the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statementProxy Statement/prospectus Prospectus or any amendment thereof or supplement thereto to be sent to the stockholders thereto, none of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, information at the time of the Company’s shareholders meeting pursuant to Section 6.02 (the “Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is Shareholders Meeting”) shall be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company any proxy for the Company Stockholders' Meeting which has become false or misleadingShareholders Meeting. The Proxy Statement will comply Company has received from Sandler X’Xxxxx & Partners, L.P. an opinion (the “Fairness Opinion”) to the effect that the Exchange Ratio in all material respects with the provisions Merger is fair to the Company’s shareholders from a financial point of view, and such Fairness Opinion, (or, if updated by Sandler X’Xxxxx & Partners, L.P. as of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any date of mailing of the foregoing documentsProxy Statement/Prospectus, such updated opinion) may be included in the Proxy Statement/Prospectus.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (State Financial Services Corp), Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (State Financial Services Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders and at the time of the Company Seller’s Stockholders' Meeting and at the Effective Time’ Meeting, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller, any Seller Subsidiary or any advisor of Seller which is contained in or omitted from any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the Company's Seller’s stockholders to consider the Merger (the "Company “Seller Stockholders' ’ Meeting"”) (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "“Proxy Statement"/Prospectus”) shall will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller, the Seller Subsidiaries or any of proxies its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingProxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Company which is contained in or omitted from any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Midwest Banc Holdings Inc), Agreement and Plan of Merger (Midwest Banc Holdings Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adforce Inc), Agreement and Plan of Merger (Prodigy Communications Corp), Agreement and Plan of Merger (Prodigy Communications Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Buyer and Seller in connection with the meeting of the CompanySeller's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Seller Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Seller or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broderbund Software Inc /De/), Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Learning Co Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the ---------------------- Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company in connection with the meeting of the Company's stockholders shareholders to consider the Merger (the "Company Stockholders' Shareholders Meeting") (such proxy statement/prospectus, prospectus as ---------------------------- amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall --------------- not, on the date the Proxy Statement is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.
Appears in 3 contracts
Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/), Shareholder Agreement (Credence Systems Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto Prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Proxy Registration Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Data General Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (, such proxy statement/prospectus, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement Statement/Prospectus will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Medco Research Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of Parent and the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Parent Meeting") to consider the issuance of shares of Parent Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of the Company's stockholdersCompany or Parent, at the time of the Company Stockholders' Meeting and the Parent Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or the Parent Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly inform Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) HFP for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement does not and will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notnot contain, at the time the information is supplied and when the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC or at the time any amendment thereto becomes effective, contain any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) HFP for inclusion in the proxy statement/prospectus Proxy Statement to be sent to the shareholders of HFP in connection with the special meeting of HFP's shareholders to consider this Agreement and the Merger (the "Stockholders Meeting") does not and will not, at the time the Proxy Statement or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Meeting and Stockholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading; provided, however, that no representation or warranty is made by HFP with respect to information related to, or supplied by, Xxxxxx, of any of its affiliates or advisors. If at any time prior to the Effective Time any event relating to HFP or any of its affiliates which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement should be discovered by HFP, HFP shall promptly inform Xxxxxx. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any Act of the foregoing documents1934.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heller Financial Inc), Agreement and Plan of Merger (Healthcare Financial Partners Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Life Financial Corp), Agreement and Plan of Merger (Firstplus Financial Group Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"SECTION 3.11) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the CompanySeller's stockholders to consider the Merger (the "Company Seller Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller or any of proxies its affiliates, officers or directors should be discovered by the Seller that should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with Seller shall promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Company which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firstplus Financial Group Inc), Agreement and Plan of Merger (Life Financial Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time such documents are filed and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, therein not false or misleading in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become materially false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors is discovered by the Company which should be set forth in an amendment to the Registration Statement or an amendment or supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the Regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geltex Pharmaceuticals Inc), Agreement and Plan of Merger (Sunpharm Corporation)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller's Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National City Bancorporation), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion made in Section 2.19, the registration statement on Form S-4S-4 (or such other or successor form as shall be appropriate), (including any amendments or any amendment or supplement supplements thereto, the "Registration Statement"), pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by filed with the SEC, at the time it becomes effective under the Securities Act, at the time of the Company Stockholders' Meeting or at the time of the Parent Stockholders' Meeting (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The information supplied by Parent specifically for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Company Stockholders' Meeting or Parent Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to Parent, Merger Sub or any of their respective affiliates, officers or directors shall be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, Parent or Merger Sub will comply in all material respects with promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (P Com Inc), Agreement and Plan of Merger (Telaxis Communications Corp)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto Prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Proxy Registration Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.9) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus (such proxy statement/prospectus as amended or any amendment or supplement thereto supplemented is referred to herein as the "Proxy Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus), as amended or supplemented, is referred to herein as the "Proxy Statement") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under in which they are were made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.. Section 2.14
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (New Stat Healthcare Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "“Registration Statement"”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's ’s stockholders to consider the Merger (the "“Company Stockholders' Stockholders Meeting"”) (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "“Proxy Statement"/Prospectus”) shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Voting Agreement (Advanced Power Technology Inc)
Registration Statement; Proxy Statement/Prospectus. The None of -------------------------------------------------- the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Tritel in writing for inclusion in the registration statement on Form S-4Registration Statement shall, at the time such document is filed, at the time amended or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notsupplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Tritel for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Joint Proxy Statement in connection with the meeting of the Company's stockholders to consider the Merger (the "Company TeleCorp Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as Meeting and the "Proxy Statement") shall notTritel Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tritel and TeleCorp, at the time of the Company Tritel Stockholders' Meeting and the TeleCorp Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Tritel or any of proxies its Affiliates, officers or directors should be discovered by Tritel which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, Tritel shall promptly inform the Holding Company, AT&T and TeleCorp. The Joint Proxy Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company Tritel makes no representation, representation or warranty or covenant with respect to any information supplied by TeleCorp or required to be supplied by Acquiror AT&T which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc), Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus (as amended or any amendment or supplement thereto supplemented, the "Proxy Statement/ Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus), as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by in Section 2.13, the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, Registration Statement pursuant to which the shares of Acquiror Parent Common Stock Shares to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 2.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the applicable provisions of the Exchange ActSecurities Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/ Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied supplied, by Acquiror the Company which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documentsforegoing. SECTION 3.16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/), Agreement and Plan of Merger (United Heritage Bankshares of Florida Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus (as amended or any amendment or supplement thereto supplemented, the "Proxy Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") ), or to be included or supplied by or on behalf of the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (such proxy statement/prospectuseach, as amended or supplemented, is referred to herein as the a "Proxy StatementRegulation M-A Filing") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at the time any Regulation M-A Filing is filed with the SEC or as of the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Documentum Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) ChannelHealth and IDX for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant as to which the shares Allscripts makes no representation and which shall not constitute part of Acquiror Common Stock to be issued in the Merger will be registered with the a Allscripts SEC (including any amendments or supplements, the "Registration Statement"Filing for purposes of this Agreement) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, Commission contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required (except for information to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) ChannelHealth and IDX for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusProxy Statement, as amended or supplemented, is referred to herein as which Allscripts makes no representation) in the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Allscripts, at the time of the Company Stockholders' Allscripts Special Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Allscripts Special Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Allscripts or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Allscripts which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, Allscripts shall promptly inform ChannelHealth and IDX.
Appears in 2 contracts
Samples: Voting Agreement and Irrevocable Proxy (Idx Systems Corp), Voting Agreement and Irrevocable Proxy (Allscripts Inc /Il)
Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common the Holding Company Capital Stock to be issued in the Merger Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notshall, at the time such document ---------------------- is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company TeleCorp and Tritel in connection with the meeting respective special meetings of the Company's stockholders to consider the Merger of TeleCorp (the "Company TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel ------------------------------ ------ Stockholders' Meeting") in connection with the Mergers (such proxy --------------------- statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall notwill, on the date the Joint Proxy Statement is first --------------------- mailed to the Company's stockholdersstockholders of TeleCorp and Tritel, at the time of the Company TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates (as defined in Section 10.4), officers or directors should be ------------ discovered by TeleCorp which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, TeleCorp shall promptly inform the Holding Company, AT&T and Tritel. The Joint Proxy Statement will (other then information relating solely to Tritel) shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied by Tritel or required to be supplied by Acquiror AT&T which is contained in the Registration Statement or omitted from any of the foregoing documents.Joint Proxy Statement. 50
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc), Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc)
Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror AWS Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplementssupplements thereto, the "Registration Statement") shall notshall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the time of the special meeting of the stockholders of TeleCorp in connection with the Merger (the "TeleCorp Stockholders' Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company TeleCorp in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") TeleCorp Stockholders Meeting (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall notwill, on the date the Proxy Statement is first mailed to the Company's stockholders, stockholders of TeleCorp and at the time of the Company TeleCorp Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates, officers or directors should be discovered by TeleCorp which should be or on behalf should have been set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement, TeleCorp shall promptly inform AWS of the Company for the Company Stockholders' Meeting which has become false or misleadingsuch event. The Proxy Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror AWS which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Wireless Services Inc), Agreement and Plan of Merger (Telecorp PCS Inc /Va/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration StatementREGISTRATION STATEMENT") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' MeetingCOMPANY STOCKHOLDERS MEETING") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy StatementPROXY STATEMENT/PROSPECTUS") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Adc Telecommunications Inc)
Registration Statement; Proxy Statement/Prospectus. The Each of Company and Parent agrees that none of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) it for inclusion or incorporation by reference in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, filing pursuant to which Rule 165 or Rule 425 under the shares of Acquiror Common Stock to be issued in Securities Act or Rule 14a-12 under the Merger will be registered with the SEC (including any amendments or supplementsExchange Act, the "Registration Statement") shall notcontain, at the time the such Registration Statement (including any amendments or supplements thereto) filing is filed with and at the time it is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of Company and Parent agrees that none of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) it for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall notcontain, on (i) the date the Proxy Statement it is first mailed to the Company's stockholders, Company Shareholders and Parent Shareholders and (ii) at the time of or times when the Company Stockholders' Shareholder Meeting and at the Effective TimeParent Shareholder Meeting are held, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier Company or Parent communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholder Meeting and the Parent Shareholder Meeting, as the case may be, which has become false or misleading. The If at any time prior to the Company Shareholder Meeting or Parent Shareholder Meeting, any event relating to the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, or their respective affiliates, officers or directors, should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement Statement/Prospectus, the Company or Parent will promptly inform the other party. As to the Company and Parent, the Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, neither the Company nor Parent makes no representation, any representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the other party which is contained in or omitted from incorporated by reference in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Southwest Community Bancorp), Agreement and Plan of Merger and Reorganization (Placer Sierra Bancshares)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's Company stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, therein not false or misleading in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or an amendment or supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents. The Proxy Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Moviefone Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 2.18) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company in connection with the meeting of Company Stockholders' Meeting, and the information made available to the Company's stockholders in connection with their election as to consider the form of Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusConsideration, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, stockholders and at the time of the Company Stockholders' Meeting Meeting, as the case may be, and at the Effective Timetime such information is made available to the Company's stockholders in connection with such election, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement and the Proxy Statement used by the Parent will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Parent or any of its affiliates, officers or directors should be discovered by the Parent that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement or as part of the information made available to the Company's stockholders so that the information made available to them in connection with electing the form of Merger Consideration is not false or misleading in any material respect, the Parent shall promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which the Company that is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Energynorth Inc), Agreement and Plan of Reorganization (Eastern Enterprises)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.19) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders, at the time of the Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting and or at the Effective TimeTime (in each case as supplemented or amended through such time), contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telaxis Communications Corp), Agreement and Plan of Merger (P Com Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant relating to which the registration under the Securities Act of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger Stockholders Meeting (the "Company Stockholders' Meeting"as hereinafter defined) (such proxy statement/prospectus, as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersHolders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which that has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, as the case may be, the Company shall promptly inform Acquiror. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Advanced Communication Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notshall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders Stockholders of the Company in connection with the meeting of the Company's stockholders Stockholders of the Company to consider the Merger and vote on a proposal to adopt the Merger Agreement (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall notshall, on the date the Proxy Statement is first mailed to the Stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the Regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapquest Com Inc), Agreement and Plan of Merger (America Online Inc)
Registration Statement; Proxy Statement/Prospectus. The information to be supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "“Registration Statement"”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the “Proxy Statement”) to be sent to the Company’s stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") ’ Meeting shall not, on the date the Proxy Statement is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' ’ Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly so inform Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Prideco Inc), Agreement and Plan of Merger (National Oilwell Varco Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto Prospectus to be sent to the stockholders of the Company in connection with the meeting Company Stockholders Meeting, or to be included or supplied by or on behalf of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusParent for inclusion in any Regulation M-A Filing, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at any time any Regulation M-A Filing is filed with the SEC or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Proxy Registration Statement will shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Documentum Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Xxxxxx for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC or at the time any amendment thereto becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Xxxxxx for inclusion in the proxy statement/prospectus Proxy Statement or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on at the date time the Proxy Statement or any amendment or supplement thereto is first mailed to the Company's stockholdersHFP Stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing; provided, the Company makes however, that no representation, representation or warranty or covenant is made by Xxxxxx with respect to information related to, or supplied by, HFP, its affiliates or advisors. If at any information supplied time prior to the Effective Time any event relating to Xxxxxx or required to be supplied by Acquiror which is contained in or omitted from any of its affiliates which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement should be discovered by Xxxxxx, Xxxxxx shall promptly inform HFP.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heller Financial Inc), Agreement and Plan of Merger (Healthcare Financial Partners Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Surviving Company Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "Joint Proxy Statement") to be sent to the stockholders of the Company Companies in connection with the meeting meetings of the Company's Companies' stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy StatementMeetings") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of the Company's stockholdersCompanies, at the time of the Company Stockholders' Meeting and Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting Meetings which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsother Companies.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Curis Inc), Agreement and Plan of Merger (Creative Biomolecules Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus (as amended or any amendment or supplement thereto supplemented, the “Proxy Statement/ Prospectus”) to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "“Company Stockholders' Stockholders Meeting") ”), or to be included or supplied by or on behalf of the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (such proxy statement/prospectuseach, as amended or supplemented, is referred to herein as the "Proxy Statement"a “Regulation M-A Filing”) shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at the Effective Timetime any Regulation M-A Filing is filed with the SEC, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required -------------------------------------------------- to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flycast Communications Corp), Agreement and Plan of Merger (Cmgi Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised Earlychildhood or superseded its Subsidiaries or about Earlychildhood or its Subsidiaries by amendments or supplements) Earlychildhood's agents for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Holdings Common Stock to be issued in the Merger Transactions will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the Securities and Exchange Commission (the "SEC, ") contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Earlychildhood or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) its Subsidiaries for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company SmarterKids in connection with the meeting of SmarterKids' stockholders (the Company's stockholders "SmarterKids Stockholders' Meeting'") to consider this Agreement and the SmarterKids Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholdersstockholders of SmarterKids, at the time of the Company SmarterKids Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company SmarterKids Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Earlychildhood or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, should be discovered by Earlychildhood which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement/Prospectus, Earlychildhood shall promptly inform SmarterKids.
Appears in 1 contract
Samples: Contribution Agreement and Plan of Reorganization and Merger (Smarterkids Com Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the -------------------------------------------------- accuracy of the representations of the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in Section 4.28 hereof, the registration statement on Form S-4, or any amendment or supplement thereto, (the "Registration Statement") pursuant to which the shares of Acquiror Aeroflex Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Aeroflex for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the Company's stockholdersshareholders of MCE, at the time of the Company Stockholders' Meeting and MCE Shareholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Aeroflex, Acquisition or any of proxies their respective affiliates, officers or directors should be discovered by Aeroflex or on behalf of Acquisition which should be set forth in an amendment to the Company for Registration Statement or a supplement to the Company Stockholders' Meeting which has become false Proxy Statement/Prospectus, Aeroflex or misleadingAcquisition will promptly inform MCE. The Registration Statement and Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes Aeroflex and Acquisition make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror MCE which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The written information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Pentose for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 2.04(b)) shall not, not at the time it becomes effective under the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required Pentose Financials to be supplied by Pentose for inclusion in the Company (except Registration Statement will comply as to form in all material respects with the extent revised or superseded published rules and regulations of the SEC with respect thereto. The written information supplied by amendments or supplements) Pentose for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of Pentose and the Company stockholders of Vitex and in connection with the vote of Pentose's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' Meeting") and in connection with the meeting of the CompanyVitex's stockholders to consider the approval of this Agreement and the issuance of shares of Vitex Common Stock pursuant to the terms of the Merger (the "Company Vitex Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyVitex's stockholders, and at the time of the Company Vitex Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Vitex Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Pentose or any of its affiliates, officers or directors should be discovered by Pentose which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose shall promptly inform Vitex. Notwithstanding the foregoing, the Company Pentose makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror Vitex which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (V I Technologies Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) IDRC for inclusion in the registration statement of TeleSpectrum on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror TeleSpectrum Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notnot ---------------------- contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement not misleading. The information supplied by IDRC for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of IDRC in connection --------------- with the special meeting of IDRC's stockholders to consider this Agreement (the "IDRC Stockholders Meeting"), or alternatively in connection with the ------------------------- solicitation of consents by the stockholders of IDRC in lieu of a special meeting (the "IDRC Consent"), and to the stockholders of TeleSpectrum in ------------ connection with the special meeting of TeleSpectrum's stockholders to consider this Agreement (the "TeleSpectrum Stockholders Meeting"), shall not, at the time --------------------------------- the Proxy Statement is first mailed to stockholders, at the time of the IDRC Stockholders Meeting or the IDRC Consent, or at the time of TeleSpectrum Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' IDRC Stockholders Meeting or consents for the IDRC Consent which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoingIDRC Stockholders Meeting, the Company makes no representationIDRC Consent or the TeleSpectrum Stockholders Meeting, warranty any event relating to IDRC or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its affiliates should be discovered by IDRC which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, IDRC shall promptly inform TeleSpectrum.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Data Response Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Acquisition Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its Affiliates, officers or directors is discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Business Financial Services, Inc.)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 2.18) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company Seller in connection with the meeting Seller Stockholders' Meeting and, if required, the stockholders of the Company's stockholders to consider Buyer in connection with the Merger (the "Company Buyer Stockholders' Meeting") (such proxy statement/prospectus, and the information made available to the Seller's stockholders in connection with their election as amended or supplementedto the form of Merger Consideration, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanySeller's stockholders, stockholders and the Buyer's stockholders and at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting, as the case may be, and at the Effective Timetime such information is made available to the Seller's stockholders in connection with such election, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting which has become false or misleading. The Registration Statement and the Proxy Statement used by the Buyer will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Buyer or any of its affiliates, officers or directors should be discovered by the Buyer that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement or as part of the information made available to the Seller's stockholders, the Buyer shall promptly inform the Seller. Notwithstanding the foregoing, the Company Buyer makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which the Seller that is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Colonial Gas Co)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus (as amended or any amendment or supplement thereto supplemented, the "Proxy Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus), as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the representations of Parent in Section 3.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) in writing specifically for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) in writing specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' MeetingCOMPANY STOCKHOLDERS MEETING") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy StatementPROXY STATEMENT/PROSPECTUS") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained or incorporated by reference in, or furnished in or omitted from any of connection with the foregoing documentspreparation of, the Proxy Statement/Prospectus.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger Registration Statement will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the Company's Seller’s stockholders to consider the Acquisition Merger (the "Company “Seller Stockholders' ’ Meeting"”) (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "“Proxy Statement"/Prospectus”) shall not, on will not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller or any of proxies its Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingSeller shall promptly inform the Company. The Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Exchange Securities Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect Exchange Act (to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsextent applicable) and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Business Financial Services, Inc.)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 (the "Registration Statement") pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act of 1933, as amended (including any amendments or supplements, the "Registration StatementSecurities Act") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Buyer and Seller in connection with the meeting of the CompanySeller's stockholders (the "Seller Stockholders' Meeting") to consider this Agreement and the Merger and in connection with the meeting of Buyer's stockholders (the "Buyer Stockholders' Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Seller Stockholders' Meeting or the Buyer Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Seller or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MediaMax Technology CORP)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC Registration Statement (including any amendments or supplements, the "Registration Statement"as hereinafter defined) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company Seller in connection with the meeting of the CompanySeller's stockholders shareholders to consider the Merger (the "Company StockholdersSeller Shareholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Seller or any of proxies its affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, Seller shall promptly inform the Company Stockholders' Meeting which has become false or misleadingCompany. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Company which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National City Bancorporation)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company related to COR or required to be supplied in writing by the Company (except to the extent revised or superseded by amendments or supplements) COR for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Millennium Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), or for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act (each a "Regulation M-A Filing"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC or any Regulation M-A Filing is filed with the SEC, or at any time it is amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company related to COR or required to be supplied in writing by the Company (except to the extent revised COR or superseded by amendments or supplements) any of its Subsidiaries for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Millennium and COR in connection with the meeting of the CompanyCOR's stockholders to consider this Agreement and the Merger (the "Company Stockholders' COR Meeting") and in connection with the meeting of Millennium's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Millennium Meeting") to consider the issuance of shares of Millennium Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of COR or Millennium, at the time of the Company Stockholders' COR Meeting and or the Millennium Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' COR Meeting or the Millennium Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to COR or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by COR which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, COR shall promptly inform Millennium.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cor Therapeutics Inc / De)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration ---------------------- Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended ---------------------------- or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall -------------------------- not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror which is contained Merger Sub in or omitted from writing specifically for use in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.9) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus (such proxy statement/prospectus as amended or any amendment or supplement thereto supplemented is referred to herein as the "Proxy Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders of the Company to consider the Merger (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus), as amended or supplemented, is referred to herein as the "Proxy Statement") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under in which they are were made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of the Exchange ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company registration statement (except to the extent revised or superseded by including any amendments or supplements) for inclusion in supplements thereto, the registration statement on Form S-4, or any amendment or supplement thereto"REGISTRATION STATEMENT"), pursuant to which the shares of Acquiror Common Stock to be issued in Warrants, the Merger Shares, Warrant Shares, Conversion Shares and/or Adjustment Shares will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The proxy statement required in connection with the transactions contemplated by this Agreement to be sent to the stockholders of the Company in connection with the meeting of stockholders to be called to approve the Amendment (including any amendments the "STOCKHOLDERS' MEETING") (such proxy statement as amended or supplements theretosupplemented is referred to herein as the "PROXY STATEMENT") shall not, on the date the Proxy Statement is declared effective by first mailed to the SECCompany's stockholders, at the time of the Stockholders' Meeting and at the time of Closing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material factmisleading, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact affect necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act1934 Act and the rules and regulations thereunder. Notwithstanding If at any time prior to the foregoingClosing any event relating to the Company, its subsidiaries, or any of their respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentswill promptly inform Buyer and Lender.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied to Ascend by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Stratus for inclusion in the registration statement of Ascend on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Ascend Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is first filed in publicly available form and at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Stratus for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company Stratus in connection with the special meeting of the Company's Stratus stockholders to consider this Agreement and the Merger (the "Company Stockholders' Stratus Stockholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Stratus, at the time of the Company Stockholders' Stratus Stockholders Meeting and or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stratus Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Stratus or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Stratus which should be set forth in an amendment to the foregoing documents.Registration Statement or a supplement to the Proxy Statement, Stratus shall promptly inform Ascend. Section 3.19
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratus Computer Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Common Buyer Capital Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Buyer and Seller in connection with the meeting of the CompanySeller's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Seller Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Capital Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Seller or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Stockholders Meeting (such proxy statement/prospectus, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy StatementStatement/ Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TSI for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Eclipsys Voting Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TSI for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Eclipsys and TSI in connection with the meeting of the CompanyTSI's stockholders (the "TSI Stockholders' Meeting") to consider this Agreement and the Merger and in connection with the meeting of Eclipsys' stockholders (the "Eclipsys Stockholders' Meeting") to consider the issuance of shares of Eclipsys Voting A-12 20 Common Stock pursuant to the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of TSI or Eclipsys, at the time of the Company TSI Stockholders' Meeting and the Eclipsys Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company TSI Stockholders' Meeting or the Eclipsys Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to TSI or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by TSI which should be set forth in an amendment to the foregoing documents.Registration Statement or a supplement to the Joint Proxy Statement, TSI shall promptly inform Eclipsys. SECTION 3.17
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement (the "Registration Statement") on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC Securities and Exchange Commission (including any amendments or supplements, the "Registration StatementSEC") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied by Target expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Target and Acquiror in connection with the meeting meetings of the CompanyTarget's stockholders to consider the Merger (the "Company Stockholders' Target Stockholders Meeting") and Acquiror's stockholders (the "Acquiror Stockholders Meeting") to be held in connection with the Merger (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholders and Acquiror's stockholders, at the time of the Company Stockholders' Target Stockholders Meeting and Acquiror's Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies Effective Time any event or information should be discovered by Target which should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which that is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ashford Com Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.15) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company in connection with the meeting of the Company's stockholders shareholders to consider the Merger (the "Company StockholdersShareholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersShareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleading. The a supplement to the Proxy Statement will comply in all material respects with Statement/Prospectus, the provisions of Company shall promptly inform the Exchange ActBuyer. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Buyer which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Autobytel Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Autoweb in connection with the meeting of the CompanyAutoweb's stockholders to consider the Merger (the "Company Stockholders' Autoweb Stockholders Meeting") and to the stockholders of Autobytel in connection with the Autobytel Stockholders Meeting (as defined in Section 3.8 hereof) (such joint proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyAutoweb's stockholders and Autobytel's stockholders, at the time of the Company Stockholders' Autoweb Stockholders Meeting, the Autobytel Stockholders Meeting and or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Autoweb Stockholders Meeting or Autobytel Stockholder Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Autoweb which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Autoweb shall promptly inform Autobytel and Merger Sub. Notwithstanding the foregoing, the Company Autoweb makes no representation, warranty or covenant with respect to any information supplied by or required to be respecting Autobytel or Merger Sub (other than information supplied by Acquiror and with respect to Autoweb) which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by and the Company (except to the extent revised or superseded by amendments or supplements) Merger Sub for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by and the Company (except to the extent revised or superseded by amendments or supplements) Merger Sub for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, the Merger Sub, any other Company Subsidiary or any of proxies their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, neither the Company nor the Merger Sub makes no representation, any representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company in Section 3.13, neither (i) the Offer Documents, at the time the Offer Documents are filed with the SEC or required are first published, sent or given to be supplied by stockholders of the Company Company, as the case may be, nor (except to ii) the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, Registration Statement pursuant to which the shares of Acquiror Parent Common Stock Shares to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notSEC, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 3.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Parent, Merger Sub or any of proxies their respective affiliates, officers or directors should be discovered by Parent or on behalf of Merger Sub which should be set forth in an amendment to the Company for Registration Statement or a supplement to the Company Stockholders' Meeting which has become false Proxy Statement/Prospectus, Parent or misleading. The Proxy Statement Merger Sub will comply in all material respects with promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documentsforegoing. The Offer Documents and the Registration Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information to be supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the Company's stockholders of the Company and Parent's stockholders in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Parent Stockholders' Meeting") to consider this Agreement and the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders, at the time of the Company Stockholders' Meeting and the Parent Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly inform Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Oilwell Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement of CC on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror CC Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notwill not contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The ; provided, however that no representation is made by CC in this Section 3.21 with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company SM or required to be supplied by the Company its Representatives (except to the extent revised or superseded by amendments or supplementsas defined in Section 6.02(a)) specifically for inclusion in the Registration Statement. The proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement/Prospectus") to be sent to the stockholders shareholders of the Company CC in connection with the special meeting of the Company's stockholders CC shareholders to consider this Agreement, the Merger, the election of the SM Directors (as defined in Section 6.11(a)) to the board of directors of CC and the issuance of CC Common Stock in connection with the Merger (the "Company Stockholders' CC Shareholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholdersshareholders of CC, at the time of the Company Stockholders' Meeting and CC Shareholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' CC Shareholders Meeting which has become false or misleading; provided, however that no representation is made by CC in this Section 3.21 with respect to statements made or incorporated by reference therein based on information supplied in writing by SM or its Representatives specifically for inclusion in the Proxy Statement/Prospectus. The On the date first mailed to the shareholders of CC, the Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding If at any time prior to the foregoing, the Company makes no representation, warranty Effective Time any event relating to CC or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its affiliates should be discovered by CC which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement/Prospectus, CC shall promptly inform SM.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Choicetel Communications Inc /Mn/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Buyer and Seller in connection with the meeting of the CompanySeller's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Seller Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Seller or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the foregoing documents.Registration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer. Section 3.17
Appears in 1 contract
Samples: Annex a Agreement and Plan of Merger (Broderbund Software Inc /De/)
Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised Parent or superseded by amendments or supplements) Merger Sub for inclusion or incorporation by reference in the registration statement on Form S-4Registration Statement shall, at the time such document is filed, at the time amended or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, supplemented and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent and Merger Sub for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall notStatement will, on the date the Proxy Statement is first mailed to the stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, therein in light of the circumstances under which they are were made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time any event relating to the Parent or Merger Sub, their respective officers and directors should occur which is required to be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement, the Parent or Merger Sub, as the case may be, shall promptly inform Company, and such event shall be so described, and such amendment or supplement (which the Company will have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement will Statement, insofar as it relates to the Company Stockholders' Meeting shall comply in all material respects as to form and substance with the provisions requirements of the Exchange Act. Notwithstanding Act and the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsRegulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orchid Biosciences Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to Parent's stockholders and the Company's stockholdersshareholders, at the time of the Parent Stockholders' Meeting or the Company StockholdersShareholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by for the Parent Stockholders' Meeting or on behalf of the Company for the Company StockholdersShareholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Parent or any of its affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Parent shall promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required -------------------------------------------------- to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in connection with the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Target in connection with the meeting of the CompanyTarget's stockholders to consider the Merger (the "Company Stockholders' Target Stockholders Meeting") and to the stockholders of Acquiror in connection with the meeting of Acquiror's stockholders to consider the Merger (the "Acquiror Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholders and Acquiror's stockholders, at the time of the Company Stockholders' Target Stockholders Meeting, at the time of the Acquiror Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Stockholders Meeting or the Acquiror Stockholder Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror or Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant as to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Buyer makes no representation) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC and at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller, at the time of the Company Stockholders' Meeting Seller Meeting, or to the stockholders of Buyer in connection with the meeting of Buyer's stockholders to consider this Agreement and Plan of Merger (the "Buyer Meeting") and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Buyer shall promptly inform Seller. The Proxy Registration Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act. Notwithstanding Securities Act and the foregoingrules and regulations promulgated thereunder, the Company makes except that no representation, warranty or covenant representation is made by Buyer with respect to any statements made or incorporated by reference therein based on information supplied by Seller specifically for inclusion or required to be supplied incorporation by Acquiror which is contained reference in or omitted from any of the foregoing documentsRegistration Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Pharmaceutical Corp \De\)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Seller Shareholders’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its Affiliates, officers or directors is discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common the Holding Company Capital Stock to be issued in the Merger Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notshall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company TeleCorp and Tritel in connection with the meeting respective special meetings of the Company's stockholders to consider the Merger of TeleCorp (the "Company TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel Stockholders' Meeting") in connection with the Mergers (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") shall notwill, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of TeleCorp and Tritel, at the time of the Company TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates (as defined in Section 10.4), officers or directors should be discovered by TeleCorp which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, TeleCorp shall promptly inform the Holding Company, AT&T and Tritel. The Joint Proxy Statement will (other then information relating solely to Tritel) shall comply in all material respects as to form and substance with the provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied by Tritel or required to be supplied by Acquiror AT&T which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Contribution (Tritel Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autobytel for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autobytel for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company Autobytel in connection with the meeting of the CompanyAutobytel's stockholders to consider the Merger (the "Company Stockholders' Autobytel Stockholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as and the "Proxy Statement") Autoweb's stockholders in connection with the Autoweb Stockholders Meeting shall not, on the date the Proxy Statement is first mailed to the CompanyAutobytel's stockholders and Autoweb's stockholders, at the time of the Company Stockholders' Autobytel Stockholders Meeting, the Autoweb Stockholders Meeting and or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Autobytel Stockholders Meeting or Autoweb Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Autobytel which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Autobytel shall promptly inform Autoweb. Notwithstanding the foregoing, the Company Autobytel makes no representation, warranty or covenant with respect to any information supplied by or required respecting Autoweb (other than information with respect to be supplied by Acquiror Autobytel) which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in Section 2.13, the registration statement on Form S-4S-4 (or on such other form as shall be appropriate) (as it may be amended, or any amendment or supplement thereto, the "REGISTRATION STATEMENT") pursuant to which the shares of Acquiror Parent Common Stock Shares to be issued in connection with the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Merger Sub in writing specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. The Registration Statement and Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger and the transactions contemplated by the Asset Purchase Agreement (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp)
Registration Statement; Proxy Statement/Prospectus. The written -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.19) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The written information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Meeting, or at the Effective TimeTime (in each case as supplemented or amended through such time), contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant 2.1-18 with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The written information supplied by TMAI expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Avant! Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied by TMAI expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the combined proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company TMAI in connection with the meeting meetings of the CompanyTMAI's stockholders to consider the Merger shareholders (the "Company Stockholders' TMAI Shareholders Meeting") and Avant!'s stockholders (the "Avant! Stockholders Meeting") to be held in connection with the Merger (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTMAI's stockholdersshareholders, at the time of the Company Stockholders' TMAI Shareholders Meeting and at the Effective Time, contain any material statement which, at such time, is false or misleading with respect to any material fact, or omit omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' TMAI's Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by TMAI which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, TMAI shall promptly inform Avant!. Notwithstanding the foregoing, the Company TMAI makes no representation, warranty or covenant with respect to any information supplied by Avant! or required to be supplied by Acquiror which Merger Sub that is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating 37 to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingwill promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Banc Holdings Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 (the "Registration Statement") pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC Securities and Exchange Commission (including any amendments or supplements, the "Registration StatementSEC") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto ("Proxy Statement/Prospectus") to be sent to the stockholders of Parent (the Company "Parent Stockholders") in connection with the meeting of the Company's stockholders Parent Stockholders to consider the issuance of shares of Parent Common Stock pursuant to the Merger (the "Parent Stockholders' Meeting") and the Company Shareholders in connection with the meeting of the Company Shareholders to consider this Agreement and the Merger (the "Company StockholdersShareholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholdersParent Stockholders and the Company Shareholders, at the time of the Parent Stockholders' Meeting and the Company StockholdersShareholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement/Prospectus not false or misleading; or omit to state any material fact necessary to correct any statement with respect to the Company in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Shareholders' Meeting and the Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement/Prospectus, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly inform Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Freemarkets Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Tuboscope Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Tuboscope and Newpark in connection with the meeting of the CompanyNewpark's stockholders to consider this Agreement and the Merger (the "Company Newpark Stockholders' Meeting") and in connection with the meeting of Tuboscope's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Tuboscope Stockholders' Meeting") to consider this Agreement, the Merger and the issuance of shares of Tuboscope Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Newpark or Tuboscope, at the time of the Company Newpark Stockholders' Meeting and the Tuboscope Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Newpark Stockholders' Meeting or the Tuboscope Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Newpark or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Newpark which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Newpark shall promptly inform Tuboscope.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.10) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company Seller in connection with the meeting of the CompanySeller's stockholders shareholders to consider the Merger (the "Company StockholdersSeller Shareholders' Meeting'") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Seller or any of proxies its affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, Seller shall promptly inform the Company Stockholders' Meeting which has become false or misleadingCompany. The Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Company which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant relating to which the registration under the Securities Act of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall ---------------------- not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger Stockholders Meeting (the "Company Stockholders' Meeting"as hereinafter defined) (such proxy statement/prospectus, together with the proxy statement relating to the Acquiror Stockholders Meeting (as hereinafter defined), in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Joint ----- Proxy Statement") shall not, on the date the Joint Proxy Statement is first --------------- mailed to the Company's stockholdersHolders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Answerthink Consulting Group Inc)
Registration Statement; Proxy Statement/Prospectus. The written information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.19) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The written information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, ------------------------------ supplemented is referred to herein as the "Proxy Statement") shall not, on the ---------------- date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Meeting, or at the Effective TimeTime (in each case as supplemented or amended through such time), contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with Statement, the provisions of the Exchange ActCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.. EXECUTION COPY
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Autobytel Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Autoweb in connection with the meeting of the CompanyAutoweb's stockholders to consider the Merger (the "Company Stockholders' Autoweb Stockholders Meeting") and to the stockholders of Autobytel in connection with the Autobytel Stockholders Meeting (as defined in Section 3.8 ----------- hereof) (such joint proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyAutoweb's stockholders and Autobytel's stockholders, at the time of the Company Stockholders' Autoweb Stockholders Meeting, the Autobytel Stockholders Meeting and or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Autoweb Stockholders Meeting or Autobytel Stockholder Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Autoweb which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Autoweb shall promptly inform Autobytel and Merger Sub. Notwithstanding the foregoing, the Company Autoweb makes no representation, warranty or covenant with respect to any information supplied by or required to be respecting Autobytel or Merger Sub (other than information supplied by Acquiror and with respect to Autoweb) which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger Section 3.21) will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) is declared effective omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the SECCompany for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company and the stockholders of Parent in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders' Meeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders, at the time of the Company Stockholders' Meeting or Parent Stockholders' Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. The information -------------------------------------------------- supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autobytel for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Autobytel for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company Autobytel in connection with the meeting of the CompanyAutobytel's stockholders to consider the Merger (the "Company Stockholders' Autobytel Stockholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as and the "Proxy Statement") Autoweb's stockholders in connection with the Autoweb Stockholders Meeting shall not, on the date the Proxy Statement is first mailed to the CompanyAutobytel's stockholders and Autoweb's stockholders, at the time of the Company Stockholders' Autobytel Stockholders Meeting, the Autoweb Stockholders Meeting and or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Autobytel Stockholders Meeting or Autoweb Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Autobytel which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Autobytel shall promptly inform Autoweb. Notwithstanding the foregoing, the Company Autobytel makes no representation, warranty or covenant with respect to any information supplied by or required respecting Autoweb (other than information with respect to be supplied by Acquiror Autobytel) which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Stratagene for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Stratagene for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company Hycor in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Hycor Stockholders Meeting shall not, on the date the Proxy Statement is first mailed to the Company's Hycor’s stockholders, at the time of the Company Stockholders' Meeting and Hycor Stockholders Meeting, or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Hycor Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Stratagene which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange ActStatement, Stratagene shall promptly inform Hycor. Notwithstanding the foregoing, the Company Stratagene makes no representation, warranty or covenant with respect to any information supplied by or required to be respecting Hycor or any of its subsidiaries (other than information supplied by Acquiror and with respect to Stratagene) which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hycor Biomedical Inc /De/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement and registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC and at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company Seller in connection with the meeting of the CompanySeller's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Seller Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "" Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller, at the time of the Company Stockholders' Seller Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Seller shall promptly inform Buyer. The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act. Notwithstanding Act and the foregoingrules and regulations promulgated thereunder, the Company makes except that no representation, warranty or covenant representation is made by Seller with respect to any statements made or incorporated by reference therein based on information supplied by Buyer specifically for inclusion or required to be supplied incorporation by Acquiror which is contained reference in or omitted from any of the foregoing documentsProxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Pharmaceutical Corp \De\)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Stockholders Meeting (such proxy statement/prospectus, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, S-4 (or any amendment such other or supplement thereto, successor form as shall be appropriate) pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger and the transactions contemplated by the Asset Purchase Agreement (the "Company Stockholders' Stockholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.has
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant as to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Tuboscope makes no representation) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectusJoint Proxy Statement, as amended or supplemented, is referred to herein as which Tuboscope makes no representation) in the "Joint Proxy Statement") Statement shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tuboscope or Newpark, at the time of the Company Tuboscope Stockholders' Meeting and the Newpark Stockholder's Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Tuboscope Stockholders' Meeting or the Newpark Stockholders' Meetings which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Tuboscope or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Tuboscope which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Tuboscope shall promptly inform Newpark.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the representations of Parent in Section 3.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders shareholders of the Company in connection with the meeting of the Company's stockholders shareholders of the Company to consider the Merger (the "Company Stockholders' Shareholders Meeting") (such proxy statement/prospectus, prospectus as amended or supplemented, supplemented is referred to herein as the "Proxy Statement/Prospectus") shall will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Meeting and Shareholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement will Statement/Prospectus shall comply in all material respects with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by Acquiror Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.
Appears in 1 contract
